ISQ Open Infrastructure Reports Zero Net Income Amid Full Manager Expense Support

TL;DR

**ISQ is a pre-revenue infrastructure play, fully subsidized by its manager, so don't expect profits yet.**

AI Summary

ISQ Open Infrastructure Company LLC, a Delaware-formed series limited liability company, reported no net investment income or loss for the three months ended September 30, 2025, and for the period from March 28, 2025, to September 30, 2025. This was primarily due to a full expense support from its Manager, I Squared Capital Registered Advisor LLC, which covered $1,114,185 in allocated expenses from Series II and $182,617 in direct Series I expenses for the three-month period. For the period from March 28, 2025, to September 30, 2025, the Manager covered $2,876,443 in allocated Series II expenses and $404,900 in direct Series I expenses. Series I reported total assets of $643,390 as of September 30, 2025, including a $21,000 investment in Series II and $404,900 due from the Manager. Total liabilities stood at $619,390, comprising $285,606 in organizational costs payable, $119,124 in professional fees payable, and $214,660 in offering costs payable. Net assets for Series I were $24,000, with 3,218,120 shares outstanding as of November 12, 2025, excluding recent subscriptions. The company aims to manage Joint Ventures owning global infrastructure assets, focusing on North America, Europe, Asia, and Latin America, to generate attractive risk-adjusted returns.

Why It Matters

This filing reveals ISQ Open Infrastructure's early operational phase, heavily reliant on its Manager, I Squared Capital, for expense coverage. For investors, the lack of net income, while offset by Manager support, indicates that the company is still in its foundational stage, not yet generating self-sustaining returns. Employees and customers are less directly impacted by these initial financial statements, but the long-term success of the infrastructure assets ISQ aims to acquire will be crucial. Competitively, this structure allows ISQ to establish its asset base without immediate pressure from operational costs, potentially enabling more aggressive acquisition strategies in the infrastructure sector, which is characterized by high barriers to entry and long-duration assets.

Risk Assessment

Risk Level: medium — The risk level is medium because ISQ Open Infrastructure Company LLC is in its early operational phase, reporting no net income due to full expense support from its Manager. While this support mitigates immediate financial strain, it highlights a dependence on the Manager, I Squared Capital, for operational viability. The company's strategy involves managing Joint Ventures that own and control private infrastructure assets, which inherently carry risks related to project development, regulatory changes, and market conditions, as noted in the forward-looking statements.

Analyst Insight

Investors should view ISQ Open Infrastructure as a long-term, early-stage investment heavily backed by its sponsor, I Squared Capital. Monitor future filings for signs of self-sufficiency, revenue generation from acquired infrastructure assets, and a reduction in reliance on Manager expense support. This is not a short-term play for immediate returns.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$643,390

total Debt

$619,390

net Income

$0

eps

N/A

gross Margin

N/A

cash Position

$2,830

revenue Growth

N/A

Key Numbers

• $0 — Net Investment Income (Loss) (For the three months ended September 30, 2025, and for the period from March 28, 2025, to September 30, 2025, due to full expense support from Manager.)
• $643,390 — Total Assets (Series I) (As of September 30, 2025, indicating initial capitalization and Manager receivables.)
• $619,390 — Total Liabilities (Series I) (As of September 30, 2025, primarily organizational, professional, and offering costs payable.)
• $24,000 — Net Assets (Series I) (As of September 30, 2025, representing the equity base after liabilities.)
• $404,900 — Due from Manager (Series I) (As of September 30, 2025, reflecting expense support provided by I Squared Capital Registered Advisor LLC.)
• 3,218,120 — Shares outstanding (As of November 12, 2025, excluding recent subscriptions, indicating the current share count.)

Key Players & Entities

• ISQ Open Infrastructure Company LLC (company) — registrant
• I Squared Capital Advisors (US) LLC (company) — sponsor of the Company
• I Squared Capital Registered Advisor LLC (company) — Manager providing expense support
• SEC (regulator) — U.S. Securities and Exchange Commission
• Delaware (regulator) — state of incorporation
• $1,114,185 (dollar_amount) — expenses allocated from Series II for three months ended September 30, 2025
• $182,617 (dollar_amount) — direct Series I expenses for three months ended September 30, 2025
• $2,876,443 (dollar_amount) — expenses allocated from Series II for period from March 28, 2025, to September 30, 2025
• $404,900 (dollar_amount) — direct Series I expenses for period from March 28, 2025, to September 30, 2025
• $24,000 (dollar_amount) — Net Assets for Series I as of September 30, 2025

FAQ

Industry Context

ISQ Open Infrastructure Company LLC aims to invest in global infrastructure assets, a sector characterized by long-term, stable cash flows and significant capital requirements. The company's strategy focuses on generating risk-adjusted returns across North America, Europe, Asia, and Latin America. This sector is competitive, attracting institutional investors and private equity firms seeking yield and diversification.

Regulatory Implications

As a Delaware series LLC, the company operates under specific state regulations governing series entities, which provide asset segregation. Compliance with securities laws and regulations related to investment funds, particularly concerning disclosures and investor protection, is crucial. The nature of infrastructure investments may also subject the company to various international and local regulations depending on the underlying assets.

What Investors Should Do

1. Review Manager's Expense Support Agreement
2. Analyze Series I's Asset Allocation and Liabilities
3. Monitor Expense Structure Post-Expense Support

Key Dates

• 2025-01-15: ISQ Open Infrastructure Company LLC formed — Marks the legal establishment of the parent company.
• 2025-03-13: Series I and Series II established — Defines the two distinct investment series within the LLC.
• 2025-03-28: Funding Date for Series I and Series II — Indicates the commencement of operations and investment period for the series.
• 2025-09-30: End of Reporting Period — Date as of which the consolidated financial statements (Assets and Liabilities, Operations, Changes in Net Assets) are reported.
• 2025-11-12: Shares outstanding reported — Provides a snapshot of the current share count, excluding recent subscriptions.

Glossary

Series Limited Liability Company

A type of LLC where assets and liabilities can be segregated into different 'series,' each treated as a distinct entity for legal and financial purposes. (ISQ Open Infrastructure Company LLC is structured as a series LLC, with Series I and Series II being separate entities within the company.)

Expense Support from Manager

An arrangement where the Manager (I Squared Capital Registered Advisor LLC) covers the operating expenses of the series, resulting in no net investment income or loss for the series. (This is the primary reason for the $0 net investment income reported by Series I and Series II.)

Due from Manager

An asset representing amounts owed to the company (Series I) by its Manager, typically for expenses that the Manager has agreed to cover or reimburse. (Series I has a significant receivable of $404,900 from its Manager as of September 30, 2025, reflecting expense support.)

Deferred offering costs

Costs incurred in connection with the issuance of securities (shares) that have not yet been expensed, often amortized over the life of the offering or expensed upon completion. (Series I reports $214,660 in deferred offering costs as of September 30, 2025.)

Organizational costs payable

Liabilities representing expenses incurred for the formation and establishment of the company or series. (Series I has $285,606 in organizational costs payable as of September 30, 2025.)

Offering costs payable

Liabilities representing expenses related to the sale of the company's shares that are yet to be paid. (Series I has $214,660 in offering costs payable as of September 30, 2025, matching its deferred offering costs.)

Year-Over-Year Comparison

As this is the initial reporting period for ISQ Open Infrastructure Company LLC (formed January 15, 2025, with Series I and II established March 13, 2025, and funding on March 28, 2025), there are no prior period filings to compare against. The reported figures represent the company's financial position and operational results from its inception through September 30, 2025.

Filing Documents

• ea0265079-10q_isqopen.htm (10-Q) — 505KB
• ea026507901ex31-1_isqopen.htm (EX-31.1) — 10KB
• ea026507901ex31-2_isqopen.htm (EX-31.2) — 10KB
• ea026507901ex32-1_isqopen.htm (EX-32.1) — 4KB
• ea026507901ex32-2_isqopen.htm (EX-32.2) — 4KB
• 0001213900-25-110682.txt ( ) — 2986KB
• ck0002059924-20250930.xsd (EX-101.SCH) — 32KB
• ck0002059924-20250930_cal.xml (EX-101.CAL) — 17KB
• ck0002059924-20250930_def.xml (EX-101.DEF) — 152KB
• ck0002059924-20250930_lab.xml (EX-101.LAB) — 196KB
• ck0002059924-20250930_pre.xml (EX-101.PRE) — 147KB
• ea0265079-10q_isqopen_htm.xml (XML) — 337KB

Financial Statements

Financial Statements 1 ISQ Open Infrastructure Company LLC - Series I Consolidated Statement of Assets and Liabilities (Unaudited) as of September 30, 2025 1 Consolidated Statements of Operations (Unaudited) for the three months ended September 30, 2025 and for the period from March 28, 2025 to September 30, 2025 3 Consolidated Statements of Changes in Net Assets (Unaudited) for the three months ended September 30, 2025 and for the period from March 28, 2025 to September 30, 2025 4 Consolidated Statement of Cash Flows (Unaudited) For the period from March 28, 2025 to September 30, 2025 5

Notes to Consolidated Financial Statements (Unaudited)

Notes to Consolidated Financial Statements (Unaudited) 6 ISQ Open Infrastructure Company LLC - Series II Consolidated Statement of Assets and Liabilities (Unaudited) as of September 30, 2025 13 Consolidated from March 28, 2025 to September 30, 2025 14 Consolidated to September 30, 2025 15 Consolidated 16 Consolidated Schedule of Investments (Unaudited) as of September 30, 2025 17

Notes to Financial Statements (Unaudited)

Notes to Financial Statements (Unaudited) 18 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 24 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 31 Item 4.

Controls and Procedures

Controls and Procedures 32 Part II. Other Information 33 Item 1.

Legal Proceedings

Legal Proceedings 33 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 3. Defaults Upon Senior Securities 33 Item 4. Mine Safety Disclosures 33 Item 5. Other Information 33 Item 6. Exhibits 34

Signatures

Signatures 35 i Certain Terms Used in this Quarterly Report on Form 10-Q the terms "we," "us," "our," and the "Company," refer to ISQ Open Infrastructure Company LLC or, where applicable, Series I and/or Series II; the term "Board" refers to each of the Series' board of directors; the term "Broken Deal Expenses" refers to (i) legal, auditing, investment banking, valuation, consulting, engineering, custody, administration, tax, accounting, and other professional fees, costs, expenses, retainers and/or other payments; (ii) all fees, costs and expenses associated with the discovery, sourcing, evaluation, diligence, financial analysis, negotiation, structuring, making, and potential refinancing of the Company's proposed and unconsummated acquisitions, including, without limitation, any meetings and/or travel, accommodation, meal and entertainment expenses related to such prospective acquisitions, any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, private placement fees, syndication fees, bank charges, depositary fees, fees and expenses related to environmental evaluation, closing and execution costs, fees and expenses of consultants, sales commissions, appraisal fees, taxes, underwriting commissions and discounts, brokerage fees and information services; and (iii) all other fees, costs and expenses relating to unconsummated transactions, including, without limitation, submission costs, reverse termination fees and damages and the fees, costs and expenses described in (i) and (ii) above (including, in each of cases (i), (ii) and (iii), such fees, costs and expenses that might have been borne by a co-investment vehicle had the transaction been consummated); the term "I Squared" refers collectively to I Squared Capital Advisors (US) LLC and its subsidiaries; the term "Infrastructure Service Provider(s)" refers to any product or service that could be provided to the Company or any Infrastructure Asset

Financial Statements

Item 1. Financial Statements ISQ Open Infrastructure Company LLC Series I Consolidated Statement of Assets and Liabilities (Unaudited) As of September 30, 2025 Assets Investment in ISQ Open Infrastructure Company LLC - Series II $ 21,000 Cash and cash equivalents 2,830 Due from Manager 404,900 Deferred offering costs 214,660 Total Assets 643,390 Liabilities Organizational costs payable $ 285,606 Professional fees payable 119,124 Offering costs payable 214,660 Total Liabilities $ 619,390 Commitments and Contingencies (Note 5) Net Assets $ 24,000 See notes to consolidated

financial statements

financial statements. 1 ISQ Open Infrastructure Company LLC Series I Consolidated Statement of Assets and Liabilities – continued (Unaudited) As of September 30, 2025 Net Asset Value Per Share F-S TE Shares Net Assets $ 2,750 Shares outstanding 110 Net asset value per share $ 25.00 F-D TE Shares Net Assets $ 2,750 Shares outstanding 110 Net asset value per share $ 25.00 F-I TE Shares Net Assets $ 2,750 Shares outstanding 110 Net asset value per share $ 25.00 F-J TE Shares Net Assets $ 2,750 Shares outstanding 110 Net asset value per share $ 25.00 S TE Shares Net Assets $ 2,750 Shares outstanding 110 Net asset value per share $ 25.00 D TE Shares Net Assets $ 2,750 Shares outstanding 110 Net asset value per share $ 25.00 I TE Shares Net Assets $ 2,750 Shares outstanding 110 Net asset value per share $ 25.00 J TE Shares Net Assets $ 2,750 Shares outstanding 110 Net asset value per share $ 25.00 E TE Shares Net Assets $ 2,000 Shares outstanding 80 Net asset value per share $ 25.00 See notes to consolidated

financial statements

financial statements. 2 ISQ Open Infrastructure Company LLC Series I Consolidated Statements of Operations (Unaudited) For the three months ended September 30, 2025 For the period from March 28, 2025 (Funding Date) to September 30, 2025 Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II Expenses $ ( 1,114,185 ) $ ( 2,876,443 ) Total Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II ( 1,114,185 ) ( 2,876,443 ) Less: Expense Support from Manager 1,114,185 2,876,443 Net Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II - - Expenses Organizational costs 89,042 285,606 Professional fees 93,405 119,124 Other expenses 170 170 Total Expenses 182,617 404,900 Less: Expense Support from Manager ( 182,617 ) ( 404,900 ) Net Expenses - - Net Investment Income (Loss) - - Net Increase (Decrease) in Net Assets Resulting from Operations $ - $ - See notes to consolidated

financial statements

financial statements. 3 ISQ Open Infrastructure Company LLC Series I Consolidated Statements of Changes in Net Assets (Unaudited) For the three months ended September 30, 2025 For the period from March 28, 2025 (Funding Date) to September 30, 2025 Net assets, beginning of period $ 2,000 $ - Capital contributions 22,000 24,000 Net increase (decrease) in net assets from operations - - Net assets, end of period $ 24,000 $ 24,000 See notes to consolidated

financial statements

financial statements. 4 ISQ Open Infrastructure Company LLC Series I Consolidated Statement of Cash Flows (Unaudited) For the period from March 28, 2025 (Funding Date) to September 30, 2025 Cash flows from operating activities Net increase (decrease) in net assets resulting from operations $ - Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: Purchase of limited liability company interests in ISQ Open Infrastructure Company LLC – Series II ( 21,000 ) Net Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II - Net (increase) decrease in operating assets: Due from Manager ( 404,900 ) Net increase (decrease) in operating liabilities: Organizational costs payable 285,606 Professional fees payable 119,124 Net cash provided by (used in) operating activities ( 21,170 ) Cash flows from financing activities Capital contributions 24,000 Net cash provided by (used in) financing activities 24,000 Net increase (decrease) in cash 2,830 Cash and cash equivalents, beginning of period - Cash and cash equivalents, end of period $ 2,830 See notes to consolidated

financial statements

financial statements. 5 ISQ Open Infrastructure Company LLC Series I

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements (Unaudited) 1. ORGANIZATION ISQ Open Infrastructure Company LLC (the "Company") is a limited liability company that was formed in accordance with the laws of Delaware on January 15, 2025. The Company is a series limited liability company with series established pursuant to Sections 18-215 or 18-218 of the Delaware Limited Liability Company Act (the "LLC Act"). On March 13, 2025, the Company established two registered series of limited liability company interests, ISQ Open Infrastructure Company LLC - Series I ("Series I") and ISQ Open Infrastructure Company LLC - Series II ("Series II" and together with Series I, "Series"). The purchase of shares of a Series of the Company is an investment only in that particular Series and not an investment in the Company as a whole. In accordance with the LLC Act, each Series is a separate series of segregated assets and liabilities and corresponding limited liability company interests of the Company. Series I and Series II are intended to be treated as separate entities for U.S. federal income tax purposes with segregated assets and liabilities. Sections 18-215(c) and 18-218(c)(1) of the LLC Act provide that a Series established in accordance with Section 18-215(b) or 18-218 of the LLC Act, respectively, may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued. The Company intends for each Series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular Series and assets associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwise. Under Delaware law, to the extent the records maintaine

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